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2019 SEC Form 10-K (PDF File)

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2019 SEC Form 10-K (PDF File) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-14905 BERKSHIRE HATHAWAY INC. (Exact name of Registrant as specified in its charter) Delaware 47-0813844 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 3555 Farnam Street, Omaha, Nebraska 68131 (Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code (402) 346-1400 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Class A Common Stock BRK.A New York Stock Exchange Class B Common Stock BRK.B New York Stock Exchange 0.750% Senior Notes due 2023 BRK23 New York Stock Exchange 1.125% Senior Notes due 2027 BRK27 New York Stock Exchange 1.625% Senior Notes due 2035 BRK35 New York Stock Exchange 0.500% Senior Notes due 2020 BRK20 New York Stock Exchange 1.300% Senior Notes due 2024 BRK24 New York Stock Exchange 2.150% Senior Notes due 2028 BRK28 New York Stock Exchange 0.250% Senior Notes due 2021 BRK21 New York Stock Exchange 0.625% Senior Notes due 2023 BRK23A New York Stock Exchange 2.375% Senior Notes due 2039 BRK39 New York Stock Exchange 2.625% Senior Notes due 2059 BRK59 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non- accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2019: $417,300,000,000* Indicate the number of shares outstanding of each of the Registrant’s classes of common stock: February 13, 2020—Class A common stock, $5 par value 700,396 shares February 13, 2020—Class B common stock, $0.0033 par value 1,385,994,959 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant’s Annual Meeting to be held May 2, 2020 are incorporated in Part III. * This aggregate value is computed at the last sale price of the common stock as reported on the New York Stock Exchange on June 30, 2019. It does not include the value of Class A common stock and Class B common stock held by Directors and Executive Officers of the Registrant and members of their immediate families, some of whom may not constitute “affiliates” for purpose of the Securities Exchange Act of 1934. Table of Contents Page No. Part I Item 1. Business Description K-1 Item 1A. Risk Factors K-21 Item 1B. Unresolved Staff Comments K-25 Item 2. Description of Properties K-25 Item 3. Legal Proceedings K-27 Item 4. Mine Safety Disclosures K-27 Part II Item 5. Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities K-29 Item 6. Selected Financial Data K-31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations K-32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk K-62 Item 8. Financial Statements and Supplementary Data K-63 Consolidated Balance Sheets— December 31, 2019 and December 31, 2018 K-66 Consolidated Statements of Earnings— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017 K-68 Consolidated Statements of Comprehensive Income— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017 K-69 Consolidated Statements of Changes in Shareholders’ Equity— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017 K-69 Consolidated Statements of Cash Flows— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017 K-70 Notes to Consolidated Financial Statements K-71 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure K-112 Item 9A. Controls and Procedures K-112 Item 9B. Other Information K-112 Part III Item 10. Directors, Executive Officers and Corporate Governance K-112 Item 11. Executive Compensation K-112 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters K-112 Item 13. Certain Relationships and Related Transactions and Director Independence K-112 Item 14. Principal Accountant Fees and Services K-112 Part IV Item 15. Exhibits and Financial Statement Schedules K-112 Exhibit Index K-116 Signatures K-118 Part I Item 1. Business Description Berkshire Hathaway Inc. (“Berkshire,” “Company” or “Registrant”) is a holding company owning subsidiaries engaged in a large number of diverse business activities. The most important of these are insurance businesses conducted on both a primary basis and a reinsurance basis, a freight rail transportation business and a group of utility and energy generation and distribution businesses. Berkshire also owns and operates numerous other businesses engaged in a variety of activities, as identified herein. Berkshire is domiciled in the state of Delaware, and its corporate headquarters is in Omaha, Nebraska. Berkshire’s operating businesses are managed on an unusually decentralized basis. There are essentially no centralized or integrated business functions (such as sales, marketing, purchasing, legal or human resources) and there is minimal involvement by Berkshire’s corporate headquarters in the day-to-day business activities of the operating businesses. Berkshire’s corporate senior management team participates in and is ultimately responsible for significant capital allocation decisions, investment activities and the selection of the Chief Executive to head each of the operating businesses. It also is responsible for establishing and monitoring Berkshire’s corporate governance practices, including, but not limited to, communicating the appropriate “tone at the top” messages to its employees and associates, monitoring governance efforts, including those at the operating businesses, and participating in the resolution of governance-related issues as needed. Berkshire and its consolidated subsidiaries employ approximately 391,500 people worldwide. Insurance and Reinsurance Businesses Berkshire’s insurance and reinsurance business activities are conducted through numerous domestic and foreign-based insurance entities. Berkshire’s insurance businesses provide insurance and reinsurance of property and casualty and life, accident and health risks worldwide. In direct or primary insurance activities, the insurer assumes the risk of loss from persons or organizations that are directly subject to the risks. Such risks may relate to property, casualty (or liability), life, accident, health, financial or other perils that may arise from an insurable event. In reinsurance activities, the reinsurer assumes defined portions of risks that other direct insurers or reinsurers assumed in their own insuring activities. Reinsurance contracts are normally classified as treaty or facultative contracts. Treaty reinsurance refers to reinsurance coverage for all or a portion of a specified group or class of risks ceded by the direct insurer, while facultative reinsurance involves coverage of specific individual underlying risks. Reinsurance contracts are further classified as quota-share or excess. Under quota-share (proportional or pro-rata) reinsurance, the reinsurer shares proportionally in the original premiums and losses of the direct insurer or reinsurer. Excess (or non-proportional) reinsurance provides for the indemnification of the direct insurer or reinsurer for all or a portion of the loss in excess of an agreed upon amount or “retention.” Both quota-share and excess reinsurance contracts may provide for aggregate limits of indemnification. Insurance and reinsurance are generally subject to regulatory oversight throughout the world. Except for regulatory considerations, there are virtually no barriers to entry into the insurance and reinsurance industry. Competitors may be domestic or foreign, as well as licensed or unlicensed. The number of competitors within the industry is not known. Insurers and reinsurers compete on the basis of reliability, financial strength and stability, financial ratings, underwriting consistency, service, business ethics, price, performance, capacity, policy terms and coverage conditions.
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